(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities and Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of this filing.
January 28, 2002
To our Stockholders:
Our Annual Meeting of Shareholders will be held at 10:00 a.m. on Tuesday, February 27, 2002, at the Columbia Hilton, 5485 Twin Knolls Road, Columbia, Maryland. We hope you will attend.
At the Annual Meeting you will be asked to elect two Directors of Hemagen and ratify the appointment of Grant Thornton, LLP as our Independent Public Accountants for fiscal 2002.
We want your shares to be represented at the Annual Meeting. I urge you to complete, sign, date and return the enclosed proxy card promptly.
Sincerely, |
| . . | Elect two Directors Ratify the appointment of Grant Thornton, LLP as Independent Public Accountants for fiscal 2002. |
Shareholders of record on January 2, 2002 are entitled to vote at this meeting. The approximate mailing date of this Proxy Statement and accompanying Proxy Card is February 4, 2002.
Your vote is important. Please complete, sign, date, and return your proxy card promptly in the enclosed envelope.
January 28, 2002
GENERAL INFORMATION...........................................................4 ELECTION OF DIRECTORS.........................................................4 RATIFICATION OF GRANT THORNTON, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.........8 INDEPENDENT PUBLIC ACCOUNTANTS................................................5 BOARD COMMITTEES..............................................................9 REPORT OF THE AUDIT COMMITTEE.................................................9 DIRECTOR COMPENSATION........................................................10 PRINCIPAL SHAREHOLDERS.......................................................11 DIRECTORS AND EXECUTIVE OFFICERS.............................................11 SUMMARY COMPENSATION TABLE...................................................12 OPTION GRANTS IN LAST FISCAL YEAR............................................10 FISCAL 2001 OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES...............10 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............................10 SECTION 16 BENEFICIAL OWNER REPORTING COMPLIANCE.............................11 SHAREHOLDER PROPOSALS FOR NEXT YEAR..........................................14 QUESTIONS?...................................................................11
Shareholders of Hemagen, as recorded in our stock register on January 2, 2002, may vote at the meeting. As of that date, Hemagen had 9,894,979 shares of Common Stock outstanding.
How to voteYou may vote in person at the meeting or by proxy. We recommend you vote by proxy even if you plan to attend the meeting. You can always change your vote at the meeting.
How proxies workWe are asking for your proxy. If you give us your proxy this means that you are authorizing us to vote your shares at the meeting as you direct. You may vote for all, some, or none of our Director candidates. You may also votefor oragainst the other proposal orabstain from voting.
If you sign and return the enclosed proxy card without specifying how to vote, we will vote your shares in favor of our Director candidates and for the ratification of our choice of accountants for fiscal 2002.
If you hold shares through a stockbroker or other party, you may receive materials from them asking how you want them to vote your shares. You may receive more than one proxy card depending on how your shares are held. Shares registered in your name will be covered by one card.
If any other matters come before the meeting or any adjournment, each proxy will be voted in the discretion of the individuals named as proxies on the card.
Revoking a ProxyYou may revoke a proxy before it is voted by submitting a new proxy with a later date, by voting in person at the meeting or by notifying Hemagen’s Secretary in writing at the address under “Questions” on page 15.
QuorumIn order to carry on the business of the meeting, we must have a quorum. This means that at least a majority of the outstanding shares eligible to vote must be represented at the meeting, either by proxy or in person.
Votes neededThe two Director candidates receiving the most votes will be elected to fill the seats on the Board. Approval of the ratification of Grant Thornton, LLP as our independent public accountants for fiscal 2002 requires the favorable vote of a majority of the votes cast. Only votes for or against a proposal count. Abstentions and broker non-votes count for quorum purposes but not for voting purposes. Broker non-votes occur when a broker returns a proxy card but does not have authority to vote on a particular proposal.
Other MattersAny other matters considered at the meeting, including adjournment, will require the affirmative vote of a majority of shares voting.
The Board of Directors recommends the election of Howard F. Curd and William P. Hales as Directors of the Company.
The Board of Directors oversees the management of Hemagen on your behalf. The Board reviews Hemagen’s long-term strategic plans and exercises direct decision-making authority in key areas, such as; choosing the executive officers, setting the scope of their authority to manage Hemagen’s business day to day, and evaluating management’s performance.
Hemagen’s Bylaws provide that the Board of Directors consists of three classes of Directors. Each class is elected for a three-year term with one class being elected each year.
In January, 2002, Redwood Holdings, Inc., along with other investors, acquired a majority interest in Synbiotics Corporation, a San Diego-based animal diagnostic company. Before making the acquisition, Redwood offered Hemagen the opportunity to make the Synbiotics investment. A special committee composed of directors not involved in the proposed transaction, reviewed materials concerning Synbiotics and concluded that Hemagen was not in a position to make the investment. As part of the Synbiotics investment by Redwood, directors Donelan and Hendy will become directors of Synbiotics and, therefore, have resigned from the Board of Directors of Hemagen. The Hemagen Board has not yet determined their successors. Mr. Ruyan will remain as Chairman and Chief Executive Officer of Hemagen. Hemagen’s Board plans to adopt a conflict of interest policy governing any possible or apparent conflicts that may arise concerning the businesses of Hemagen and Synbiotics.
The Board has nominated for election for terms expiring at the Annual Meeting in 2005, Howard F. Curd and William P. Hales. The terms of Dr. Alan S. Cohen and Jerry L. Ruyan expire in 2003 and those of Ricardo M. de Oliveira and James R. LeRoy expire in 2004. The election of Directors is determined by a plurality of votes cast. Cumulative voting is not provided for in the election of Directors of Hemagen.
If a Director nominee becomes unavailable before the election, your proxy card authorizes us to vote for a replacement nominee if the Board names one.
Board meetings last year: 3
Actions Taken in writing last year: 3
Hemagen's Directors are:
Alan S. Cohen Dr. Cohen has served as a Director of Hemagen since
Director since 1993 its inception. Dr. Cohen has been employed by the
Term expires 2003 Boston University School of Medicine as a Professor
of Medicine since 1968 and Professor of Pharmacology
since 1974. Dr. Cohen is Editor-in-Chief of the
International Journal of Amyloid. Dr. Cohen served as
the Director of the Arthritis Center of Boston
University from 1976 to 1994. From 1973 to 1992, Dr.
Cohen served as Chief of Medicine of Boston City
Hospital. Dr.Cohen is a past president of the American
College of Rheumatology. Dr. Cohen received his
Bachelor of Arts degree from Harvard College and his
M.D. degree from the Boston University School of
Medicine.
Howard F. Curd Mr. Curd is President and CEO of Jesup and Lamont
Director since 2001 Group Holdings, Inc., a diversified financial holding
Term expires 2002 company. Mr. Curd has served on the Board of Managers
of Uniroyal Optoelectronics, LLC, Uniroyal's joint
venture with Emcore Corporation, since 1997. Mr. Curd
was also a member of the Board of Directors for Emcore
Corporation from May 1995 until December 1997.
Ricardo M. de Oliveira Dr. de Oliveira has been the Vice President of
Director since 1993 Research and Development and a Director of Hemagen
Term expires 2004 since its inception. From 1980 through 1990, Dr. de
Oliveira was a Professor at the University of Sao
Paulo in Brazil. Dr. de Oliveira was also the Director
of Clinical Pathology at the Cancer Hospital of Sao
Paulo, Brazil. Dr. de Oliveira received his M.D.
degree from the Faculdade de Ciencias Medicas da Santa
Casa de Sao Paulo in Brazil.
William P. Hales Mr. Hales is President and Chief Operating Officer of
Director since 1999 Hemagen. Mr. Hales is a Senior Investment Advisor with
Term expires 2002 Jesup & Lamont Securities Corporation, an investment
banking and brokerage firm. Mr. Hales has been a full
time money manager with several investment banking and
brokerage firms since 1992. Prior to that he was a
practicing CPA with Coopers & Lybrand and Ernst &
Young. Mr. Hales earned a B.A. degree in Accounting
from Pace University. Mr. Hales is a Certified Public
Accountant.
Jerry L. Ruyan Mr. Ruyan is Chairman and Chief Executive Officer
Director since 1999 of Hemagen. Mr. Ruyan is also a founding member of
Term expires 2003 Redwood Holdings, Inc., a privately held venture
capital firm. Prior to that Mr. Ruyan was a Founder,
Director, President and Chief Executive Officer of
Meridian Bioscience, Inc., a public company that
develops diagnostic test products for the global
medical industry. Mr. Ruyan served as a Director of
Meridian until July 7, 1999 when he became part of a
consent solicitation to change the board of Hemagen.
Mr. Ruyan serves on the boards of Meritage Hospitality
Group Inc., a public company; Schonstedt Instrument
Company and The Last Best Place Catalog Company, both
private companies; and is a Trustee for Ashland
University. Mr. Ruyan earned a B.S. degree in Biology
from Ashland University and a Master's Degree
in Microbiology from The Ohio State University.
James R. LeRoy Mr. LeRoy is the founder and General Manager of Cogent
Director since 2000 Technologies Ltd., a privately held company that
Term expires 2004 markets analytical testing systems and instruments to
the industrial microbiology market. Prior to that Mr.
LeRoy was Vice President of Sales and Marketing at
Meridian Bioscience, Inc. Mr. LeRoy has 18 years
experience in the clinical diagnostic industry. Mr.
LeRoy earned B.S. and M.A. degrees in Biology from
Western Michigan University.
The Board of Directors recommends the ratification of Grant Thornton, LLP as independent public accountants for fiscal 2002.
Although not required, the Board is seeking shareholder ratification of its selection of Grant Thornton, LLP as Hemagen’s independent public accountants in fiscal 2002. The affirmative vote of a majority of shares voting at the meeting is required for ratification. If ratification is not obtained, the Board intends to continue the employment of Grant Thornton, LLP at least through fiscal 2002.
Representatives of Grant Thornton are expected to be present at the Annual Meeting and will be given an opportunity to make a statement, if they so desire, and to respond to appropriate questions that may be asked by shareholders.
On March 23, 2001, Hemagen dismissed BDO Seidman, LLP as Hemagen’s independent public accountants. The report of BDO Seidman, LLP for the last fiscal years was qualified as to substantial doubt as to Hemagen’s ability to continue as a going concern.
The decision to change accountants was approved by Hemagen’s Board of Directors.
During Hemagen’s two most recent fiscal years, and the interim period in fiscal 2001 to the time of termination, there were no disagreements with BDO Seidman, LLP on any matters of accounting principles or practices, financial statement disclosure or auditing scope of procedure. Hemagen has authorized BDO Seidman, LLP to respond fully to any inquiries of its successor accountants.
During Hemagen’s two most recent fiscal years and the subsequent interim period fiscal 2001 to the date of the dismissal of BDO Seidman, LLP did not advise Hemagen of any reportable conditions relating to weaknesses in internal controls.
On March 28, 2001, Hemagen engaged Grant Thornton, LLP as the principal accountant to audit its financial statements.
During Hemagen’s two most recent fiscal years and the interim period in fiscal 2001 until the engagement of Grant Thornton, LLP, Hemagen did not consult Grant Thornton, LLP, concerning the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit circumstances in which a written report was provided or oral advice was provided that Grant Thornton concluded was an important factor considered by Hemagen in reaching a decision as to the particular issue.
Principle Accounting Firm Fees:Aggregate fees billed to Hemagen in fiscal 2001 by its current principal accounting firm, Grant Thornton, LLP, and its former principal accounting firm, BDO Seidman, LLP, are as follows:
Audit fees | $ 41,696 |
| (a) (b) | Includes fees for tax and other non-audit services. The Audit Committee has considered whether the provision of these services is compatible with maintaining the principal accountant’s independence. |
The Board appoints committees to help carry out its duties. In particular, Board committees work on key issues in greater detail than would be possible at full Board meetings. Each committee reviews the results of its meetings with the full Board. The Board of Directors does not have an executive committee.
The Audit Committee is responsible for reviewing Hemagen’s internal accounting operations. It also recommends the employment of independent accountants and reviews the relationship between Hemagen and its outside accountants.
Meetings last year: 2
Actions in writing last year: 1
The Audit Committee of the Board of Directors is composed of Howard F. Curd (Chairman), Alan S. Cohen, William P. Hales and James R. LeRoy. Dr. Cohen, Mr. Curd and Mr. LeRoy meet NASD standards for independence and all members meet NASD standards of financial literacy.
In June 2000, the Board of Directors adopted the Audit Committee Charter, which was attached to last year’s Proxy Statement as Appendix II. The Charter outlines the activities and responsibilities of the Committee.
The Committee has obtained from the independent auditors a formal written statement describing all relationships between the auditors and Hemagen that might bear on the auditors’ independence consistent with Independence Standards Board Standard No. 1, discussed with the auditors any relationships that may impact their objectivity and independence and satisfied itself as to the auditors’ independence.
In addition, the Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards (SAS) No. 61.
In discharging its oversight responsibility as to the audit process, the Committee has reviewed and discussed with management Hemagen’s audited financial statements included in Hemagen’s Annual Report on Form 10-KSB for the year ended September 30, 2001. The Committee has recommended to the Board of Directors that the audited financial statements be included in Hemagen’s Annual Report on Form 10-KSB for the last fiscal year for filing with the SEC.
Respectfully submitted,
The Audit Committee
Howard F. Curd (Chairman)
Alan S. Cohen
William P. Hales
James R. Leroy
The Compensation Committee is responsible for establishing compensation for management and administering Hemagen's stock option plans. The Compensation Committee of the Board of Directors was composed of Alan S. Cohen (Chairman), Thomas A. Donelan, and William P. Hales.
Meetings last year: 2
Actions in writing last year: 1
The Nominating Committee is responsible for reviewing potential new candidates for the Board. The Nominating Committee of the Board of Directors is composed of Ricardo M. de Oliveira, William P. Hales, James R. LeRoy, and Jerry L. Ruyan.
Meetings last year: 1
Actions in writing last year: 1
The Board of Directors met three times in fiscal 2001. The Audit and Compensation Committees met separately. All Directors attended all meetings of the Board of Directors and the Committees of which they are members, except for Dr. de Oliveira who attended two of the three Board meetings.
Non-employee Directors each receive $3,500 worth of Hemagen common stock each quarter. Non-employee Director fees for fiscal year 2001, amounted to 17,995 shares of common stock per Director. Directors who are employees of Hemagen are not separately compensated for serving as Directors.
The following are the only shareholders known by Hemagen to beneficially own more than 5% of its outstanding Common Stock as of January 2, 2002:
Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership of Class
- ------------------------ -------------------- --------
Thomas A. Donelan 3,739.907(1) 30.7%
William P. Hales 3,739,907(1) 30.7%
Christopher P. Hendy 3,739,907(1) 30.7%
Jerry L. Ruyan 3,739,907(1) 30.7%
Redwood Holdings, Inc. 1,302,732 12.0%
The business address of Mr. Hales is 9033 Red Branch Rd., Columbia, MD 21045. The business address of Messrs. Donelan, Hendy, and Ruyan and Redwood Holdings, Inc. is 9468 Montgomery Road, Cincinnati, Ohio 45242.
| (1) | All shares and rights to acquire shares owned by each of the above individuals are deemed to be owned by all of them because these individuals are parties to an understanding with respect to the voting and disposition of Hemagen Common Stock held by them. In addition, Messrs. Donelan, Hendy and Ruyan are owners of an ESOP that owns 100% of Redwood Holdings, Inc. Share holdings above include: 1,177,732 shares held by Redwood Holdings, which include 866,007 options exercisable within 60 days, 130,000 warrants exercisable within 60 days and senior subordinated secured convertible notes convertible into 125,000 shares within 60 days; 474,478 shares held by Mr. Ruyan, which include 101,000 options exercisable within 60 days and 72,727 warrants exercisable within 60 days; 107,995 shares held by Mr. Hendy, which include 10,000 options exercisable within 60 days; 97,995 shares held by Mr. Donelan; and 1,456,707 shares held by Mr. Hales, which include 967,007 options exercisable within 60 days, 159,500 warrants exercisable within 60 days and senior subordinated secured convertible notes convertible into 100,000 shares within 60 days. |
This table lists the Common Stock owned on January 2, 2002 by Hemagen’s executive officers and Directors:
Common Stock
Beneficially Owned
------------------------------
Name Position Amount Percentage
- ---------------------- ------------------- -------------- ----------
Jerry L. Ruyan Director and Chief
55 Executive Officer 3,739,907(1) 30.7%
William P. Hales Director, President
39 and Chief Operating
Officer 3,739,907(1) 30.7%
Ricardo M. de Oliveira Director and Vice
50 President 354,333(2) 3.5%
Dr. Alan S. Cohen Director 176,700(3) 1.8%
75
Howard F. Curd Director 364,337(4) 3.7%
37
Thomas A. Donelan Director 3,739,907(1) 30.7%
46
Christopher P. Hendy Director 3,739,907(1) 30.7%
44
James R. LeRoy Director 27,995(3) *
51
Deborah F. Ricci (6) Chief Financial 107,000(5) 1%
37 Officer ---------
All Directors and
Executive Officers
as a Group (9
Persons) 4,185,272 33.0%
--------- ----
(1) See Principal Shareholders.
(2) Includes options to purchase 34,333 shares exercisable within 60 days.
(3) Includes options to purchase 10,000 shares exercisable within 60 days.
(4) Includes warrants to purchase 160,000 shares exercisable within 60 days,
and senior subordinated secured convertible notes convertible into 200,000
shares within 60 days.
(5) Represents options to purchase shares exercisable within 60 days.
(6) Ms. Ricci was appointed Chief Financial Officer of Hemagen in 2000. Prior
to her appointment, Ms. Ricci served as Vice President of Finance and
Administration for Schonstedt Instrument Company. Prior to that, Ms. Ricci
was Chief Financial Officer of J.E. Morgan Knitting Mills, Inc.
*Less than 1%
SUMMARY COMPENSATION TABLE
The following sets forth compensation paid, earned or awarded to the CEO and the four other most highly paid executive officers during the last three fiscal years ended September 30:
Long-Term
Compensation
Annual Compensation Awards
--------------------------------------- ------------
Securities
Name and Other Annual Underlying
Principal Position Year Salary Bonus Compensation Options
- ------------------------- ---- --------- ------- ------------- ------------
Jerry L. Ruyan 2001 $150,000 $ 0 $ 0 1,000
Chief Executive Officer 2000 150,000 0 0 0
1999 0 0 0 0
William P. Hales 2001 $150,000 $ 0 $ 7,765 (1) 1,000
President 2000 150,000 0 0 0
1999 0 0 0 0
Ricardo M. de Oliveira 2001 $120,000 $ 0 $ 3,128 (1) 101,000
Senior Vice President 2000 120,000 0 0 0
1999 120,000 1,200 0 0
Ira Marks (6) 2001 $140,000 $ 0 $18,137 (2) 21,000
Executive Vice President 2000 140,000 0 7,993 (3) 30,000
& General Manager 1999 143,900 1,369 7,109 (3) 0
Raichem Division
Deborah F. Ricci 2001 $ 90,000 $4,000 $ 8,700 (4) 32,000
Chief Financial Officer 2000 67,500 4,000 4,500 (5) 50,000
1999 0 0 0 0
- ----------------------
(1) Reflects provision of a leased car.
(2) Represents contributions in the Company's 401(k) plan, payment of health
coverage and automobile allowance.
(3) Represents contributions in the Company's (401) k plan and an automobile
allowance.
(4) Represents contributions in the Company's (401) k plan and an automobile
allowance.
(5) Represents an automobile allowance.
(6) Mr. Marks and Hemagen are parties to an Employment Agreement dated
January 11, 2000, which sets forth the compensation, benefits, and
responsibilities of the position which Mr. Marks fills at Hemagen. The
provisions of the agreement provide for a base salary of $140,000, a car
allowance of $1,000 per month, and health insurance that is paid by
Hemagen. In addition, Mr. Marks is entitled to a bonus based on the
adjusted net operating income of Hemagen's Raichem division over a
certain threshold of income. This bonus, when paid, can be divided
among the Raichem division employees solely based on Mr. Marks
discretion. No bonus was paid in fiscal years 2000 and 2001.
OPTION GRANTS IN LAST FISCAL YEAR
% of
Number of Total Options Exercise
Securities Granted to Price
Underlying Employees in ($/Per Expiration
Name Options Granted Fiscal 2001 Share) Date
- ----------------------- ---------------- -------------- --------- ----------
Jerry L. Ruyan 1,000 * $0.62 12/15/05
William P. Hales 1,000 * $0.62 12/15/01
Ricardo M. de Oliveira 100,000 24% $0.62 12/07/05
Ricardo M. de Oliveira 1,000 * $0.62 12/15/05
Deborah F. Ricci 31,000 7% $0.62 12/07/05
Deborah F. Ricci 1,000 * $0.62 12/15/05
Ira Marks 20,000 5% $0.62 12/07/05
Ira Marks 1,000 * $0.62 12/15/05
* Less than 1%
FISCAL 2001 OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
at FY-End at FY-End
-------------- -------------
Shares
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
- ------------------- ----------- ---------- -------------- -------------
Jerry L. Ruyan 0 -- 867,007/0 (1) 230/0
William P. Hales 0 -- 867,007/0 (1) 230/0
Ricardo de Oliveira 0 -- 1,000/100,000 230/23,000
Ira Marks 0 -- 11,000/40,000 230/4,600
Deborah F. Ricci 0 -- 32,000/50,000 1,610/5,750
(1) Options granted are held in the name of Redwood Holdings, Inc. Redwood
Holdings, Inc. is a 100% owned subsidiary of an employee stock ownership
plan, the beneficial owners of which are Jerry L. Ruyan (49.9%), Thomas A.
Donelan (24.9%), and Christopher P. Hendy (24.9%). In addition, all of
which shares and rights to acquire shares held by Messrs. Hales, Donelan,
Hendy and Ruyan are deemed to be owned by all of them because these
individuals are parties to an understanding with respect to the voting and
disposition of Hemagen Common Stock held by them.
Section 16(a) of the Securities Exchange Act of 1934 requires Hemagen’s executive officers, Directors and persons who own more than 10% of a registered class of Hemagen’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Dr. Cohen was late in filing his fiscal 2000 Form 5 which reflected a stock option grant. Based on a review of reports received by it, and upon written representations from the reporting persons, Hemagen believes that during the last fiscal year, all of its executive officers, Directors and 10% stockholders complied with Section 16 reporting requirements except as noted above.
The deadline for shareholder proposals to be included in the Proxy Statement for next year’s meeting is September 28, 2002.
The form of Proxy for this meeting grants authority to the designated proxies to vote in their discretion on any matters that come before the meeting except those set forth in the Company’s Proxy Statement and except for matters as to which adequate notice is received. In order for a notice to be deemed adequate for the 2003 Annual Shareholders’ Meeting, it must be received prior to December 21, 2002. If there is a change in the anticipated date of next year’s annual meeting or these deadlines by more than 30 days, we will notify you of this change through our Form 10-Q filings.
If you have questions or need more information about the annual meeting, write to:
Deborah F. Ricci
Hemagen Diagnostics, Inc.
9033 Red Branch Road
Columbia, Maryland 21045
or call us at (443) 367-5500
| The undersigned hereby appoints JERRY L. RUYAN and WILLIAM P. HALES, or either of them, proxies of the undersigned, each with the power of substitution, to vote all shares of Common Stock which the undersigned would be entitled to vote on the matters specified below and in their discretion with respect to such other business as may properly come before the Annual Meeting of Shareholders of Hemagen Diagnostics, Inc. to be held on February 27, 2002 at 10:00 A.M. Eastern Time at the Columbia Hilton, 5885 Twin Knolls Road, Columbia, Maryland or any adjournment of such Annual Meeting. |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:
1. | Authority to elect as Directors the two nominees listed below: |
2. | Ratification of the appointment of Grant Thornton, LLP as Independent Public Accountants for the Company. |
THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS UNLESS A CONTRARY CHOICE IS SPECIFIED.
(This proxy is continued and is to be signed on the reverse side)
Date , 2002 | |